My Fair Lady, the 1964 film, is a musical adaptation of the Lerner and Lowe stage musical production of the same name, based on the book, Pygmalion by George Bernard Shaw. The book is said to be themed based on the poem, London Bridge.

The poem tells a simple rhyming story of a woman, a fair lady, who has London Bridge, but it is falling down, and no matter how she builds it back, with silver, gold, or any other material, she will not be able to protect it on her own, so a man has to sit to watch all night. But, even the man might fall asleep and need a pipe to smoke. It is a poem about retaining resources based on gender and politics, within a cold, hard world.

Eliza Doolittle, is the fair lady, (played by Audrey Hepburn) as a flower girl, with a drunkard father and a cockney accent. She is caught out in the rain selling flowers to wealthy theatergoers in Edwardian London. Eliza insists, “I’m a good girl, I am,” as her only defense from prostitution with her skill set is to be a flower girl.

While selling flowers Eliza is met with the pompous, snooty, and outgoing Henry Higgins, a professor of elocution. Higgins takes note of Eliza’s diction while mocking her class simultaneously; fellow elocution expert Colonel Hugh Pickering notes the scene. The three, all meet outside of a theater on a rainy London night.

Eliza, later though, not long after her interesting encounter with these two men, puts on her finest dress, a hideously tacky purple ensemble and appears at Higgin’s door. Eliza comes to ask for speech lessons, so she may go from a street flower seller to a respectable girl in a flower shop. She offers to pay Higgins a decent amount for the lessons.

Though, the spoiled, selfish, and abominable Higgins does not see a future pupil before him. He sees a toy. Neither Higgins nor Pickering, overlook how much fun a strikingly beautiful girl, sadly wearing her tacky dress with such pride and her cockney accent, will be. Only the housekeeper lectures Higgins, “Do be sensible,” she tells him. The housekeeper reminds Higgins he actually has to think through how his actions might affect Eliza’s life.

Higgins takes Eliza on for free, including room and board, to teach her, not to be a girl in a flower shop, but to teach her to be a lady of rank equal to his own. Higgins works Eliza to the bone and she fantasizes of his death. But somehow Higgins, Eliza, and Pickering all plod through it together.

Eliza’s father comes to Higgin’s establishment to demand payment for allowing his daughter to stay with Higgins. Higgins, though appalled at first, finds he enjoys the man’s world philosophy and gives in. So, though Eliza gives herself to Higgins for lessons for free, her father sells her to Higgins postdated. It is darkly comic of a man’s world philosophy. And really, just sad.

Higgins trains Eliza to act a certain role among his high society acquaintances. During an event at the races, Eliza meets Freddy, who is everything Higgins is not: charming, sensible, and protectively understanding of Eliza in a playful and conversational manner. Eliza remains friends with Freddy.

Higgin’s ultimate test of Eliza is to take her to a ball and have her interact with a fellow elocution expert, to see if the expert can tell where she is from. The expert decides without a doubt Eliza is hiding an accent and is surely Hungarian. Higgins and Pickering find it all to be a charming joke. Neither of them pays any attention to Eliza after the deed is done. They simply boast to each other of their grand alliance and the outcome it produced.

Eliza is disgusted by the two insufferable a-clowns she is dealing with. She also dislikes her transformation because she has lost her financial independence. She cannot be a girl in a flower shop now. Higgins took her training too far on purpose.

Eliza states she will marry Freddy, as she is fed up with Higgins, yet is still searching for a partner in life. Freddy is in love with Eliza and he is very much the sensible alternative to Higgins. But in the end, Eliza returns to Higgins, as in one way or another, they have grown to become a part of each other. And so, the transformation is complete.